Question
From:
(Redacted)
Sent:
Wednesday, March 07, 2012 8:38 AM
To:
Verne, B. Michael
Subject:
RE: 25% threshold valuation One Final Question
Thanks Mike, so to rely on802.21 the acquiring person must make an acquisition and at the time of theacquisition the value must exceed $1 billion (as adjusted)?
As I'm sure you can tell Ihave a client trying to understand all of the possible outcomes. Basically thequestions are: whether the two prongs of the thresholds must be satisfied atthe same time, or if each prong of the threshold is satisfied at some point intime during the one year period is that enough to satisfy the 25% thresholdrequirements. The following scenarios assume a filing at the 25% threshold wasmade, the waiting period expired and all of the described transactions occurwithin one year of the expiration of the waiting period.
Scenario #1
As a result of an acquisition Company A holds 25% of the voting securities withan aggregate value of less than $1 billion (as adjusted). The value of theshares held by Company subsequently increases and the value is in excess of $1billion (as adjusted). Has Company A satisfied the 25% filing threshold? [NO MV]
Scenario #2
As a result of an acquisition Company A holds 24% of the voting securities withan aggregate value in excess of $1 billion (as adjusted). The target does a buy-backof shares and as a result of the buy-back Company A holds 25% of the votingsecurities. The value of the shares held by Company subsequently decreases andthe value is less than $1 billion (as adjusted). Has Company A satisfied the25% filing threshold? [YES MV]
Scenario #3
As a result of an acquisition Company A holds 25% of the voting securities withan aggregate value in excess of $1 billion (as adjusted). The targetsubsequently issues additional voting securities so Company A's percentage interestis decreased to 23%. Has Company A satisfied the 25% filing threshold? [YES MV]
Scenario #4
As a result of the acquisition Company A holds 25% of the voting securitieswith an aggregate value of less than $1 billion (as adjusted). The target subsequentlyissues additional voting securities so Company A's percentage interest isdecreased to 23%.
The following month thevalue of the shares increases to $1 billion (as adjusted). Has Company Asatisfied the 25% filing threshold? [NO MV]
Of course I'm available totalk if you think that would be easier. As always many, many thanks,